Springsoft and Novas Agree to Merge

--Springsoft Incorporated, the first public EDA company in Asia (TSE:2473.TW), and Novas Software, Inc. today announced that the boards of directors of both companies have approved an agreement for Springsoft to acquire all the outstanding shares of Novas that it does not already own. When the transaction is completed, the two companies will be combined as a single, global EDA supplier based in Taiwan, offering a diverse range of industry-leading solutions positioned to meet advanced semiconductor design and verification needs. The agreement builds on the ten-year relationship between the companies that spans financial investment, joint technology development, mutual cross-distribution of products, and coordinated worldwide customer service.

Under the terms of the agreement, and pending customary shareholder and regulatory approvals, Springsoft will pay $2.25 USD per share ($28,629,409) to the other Novas shareholders, giving Springsoft ownership of 100% of the shares. Novas will become a wholly-owned subsidiary of Springsoft, and will be renamed Springsoft USA.

The combination will bring together a powerful set of resources and technology to form a cohesive global organization focused on growth and with a single vision of developing and supporting best-in-class electronic design automation technology and products. After the combination, the Springsoft product portfolio will include the Novas Verdi™ automated debug system and Siloti™ visibility enhancement solution, and the Laker™ custom physical design products.

“This is a strategic combination that brings together complementary strengths and creates an impressive organization led by a seasoned management team. It’s actually better than a typical EDA acquisition because of the history of the two companies working together. Novas is already well positioned in the marketplace and now under the Springsoft banner they are taking the next step needed to make it one of the strongest EDA companies,” said Gary Smith, Chief Analyst at Gary Smith EDA.

The Springsoft management team, led by President and CEO Martin Lu and COO Johnson Teng, will integrate the Novas management team. Novas president and CEO Scott Sandler will take responsibility for worldwide marketing as well as head operations in North America and Europe as President of Springsoft USA. Bill Shepard, currently head of worldwide sales at Novas will assume that same responsibility at Springsoft.

“This transaction will accelerate our growth by leveraging the combined talent of Novas and Springsoft. This will allow us to more rapidly expand our product offerings and will further solidify our customer service leadership,” said Lu, CEO of Springsoft. “The timing is right for the combination as the two companies have complementary development and growth plans that are even more powerful together. We are excited by our vision of a new type of global company built around technical innovation and world-class customer support. This is a major step forward for Springsoft with many advantages for our customers, our investors, and our employees.”

The combination will allow Springsoft to integrate Novas’ focused team of US-based advanced technology developers into its large high-powered Asia-based product development team, and to build on Novas’ track record of industry-leading customer satisfaction, applying that on a global basis to a broader product line.

“This is a very logical and efficient way for both Novas and Springsoft to accelerate our growth goals. The merger gives us a deeper set of technical resources working in sync to evolve our debug and verification enhancement products, and lets us offer our worldwide community of users a wider range of EDA solutions through the same well-known sales and service channel,” said Sandler.

About Novas

Novas Software, Inc. is the leading provider of design comprehension solutions that enhance verification of complex ICs, embedded systems and SoCs. The Novas Verdi™ Automated Debug and Siloti™ Visibility Enhancement products cut debug time in half while dramatically minimizing simulation overhead. Novas' global community brings together over 10,000 users and more than 50 third-party technology and service providers. Novas is headquartered in San Jose, Calif. with offices in Europe, Japan and Asia-Pacific.

About Springsoft

Headquartered in Hsinchu, Taiwan, Springsoft is the largest Electronic Design Automation (EDA) company based in Asia, and the first to be publically traded (TSE:2473.TW). Springsoft pioneered the debug automation technology underlying the Novas product line, introducing the Debussy® debug system in 1997. It diversified its technology offerings in 2001 with the Laker custom IC layout system, which incorporates the patented MagicCell™ technology and has evolved into a full design-driven layout platform.

Since its founding in 1996 Springsoft has invested in a diverse group of innovative companies, establishing a global co-development network (including Novas, Silicon Canvas, and Fortelink) to leverage talent worldwide. Along with the product-specific channels provided by these partner companies, Springsoft’s sales and support channel includes direct operations in Taiwan and China, as well as joint-venture distribution partners in Japan (Novaflow) and Korea (KiTec).

For more information, visit www.springsoft.com